UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended September 30, 2010




OR




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




Commission
file number: 000-53906





MEDISTAFF
CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
                  
                  80-0159248(State
      or other jurisdiction of incorporation
                    or
      organization)
                  
                  (IRS
      Employer Identification
No.)





2360
      Corporate Circle, Suite 400
                    Henderson,
      NV
                  
                  89074(Address
      of principal executive offices)
                  
                  (Zip
      Code)





(702)
      866-2500(Registrant’s
      telephone number, including area
code)





1780
West 9000 South


Suite
218


West
Jordan, Utah 84088-6501


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by checkmark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the last 90 days.    YESxNO ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
“non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated filer  ̈
            Accelerated filer  ̈Non-accelerated filer  ̈
            Smaller reporting company x(do not check if a smaller
      reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).YESxNO ̈





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,429,016 shares of common stock
outstanding as of November 12, 2010.








MEDISTAFF
CORPORATION


(A
Development Stage Company)


TABLE
OF CONTENTS





PagePART I.
      FINANCIAL INFORMATIONItem 1.
                    Financial
      Statements
                    
                    3Item 2.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    
                    10Item 3.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    
                    11Item 4.
                    Controls
      and Procedures
                    
                    11PART
      II. OTHER INFORMATIONItem 1.
                    Legal
      Proceedings
                    
                    12Item 1A.
                    Risk
      Factors
                    
                    12Item 2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    
                    12Item 3.
                    Defaults
      Upon Senior Securities
                    
                    12Item 5.
                    Other
      Information
                    
                    12Item 6.
                    Exhibits
                    
                    13SIGNATURES
                    
                    14





PART
I. FINANCIAL INFORMATION





Item
1. Financial Statements.





MEDISTAFF
CORPORATION
 (A
Development Stage Company)
 BALANCE
SHEETS
 
 September 30,
                                
                                
                                March 31,2010
                                
                                
                                2010(unaudited)ASSETSCurrent
      assetsCash
      and cash equivalents
                                
                                $
                                188
                                
                                
                                $
                                3,366Total
      current assets
                                
                                
                                188
                                
                                
                                
                                3,366Total
      assets
                                
                                $
                                188
                                
                                
                                $
                                3,366LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued liabilities
                                
                                $
                                4,200
                                
                                
                                $
                                71Total
      current liabilities
                                
                                
                                4,200
                                
                                
                                
                                71Stockholders
      Equity (Deficit)Common
      stock, $0.001 par value, 75,000,000 shares authorized,5,429,016
      shares issued and outstanding
                                
                                
                                5,429
                                
                                
                                
                                5,429Additional
      paid-in capital
                                
                                
                                35,846
                                
                                
                                
                                35,846Deficit
      accumulated during development stage
                                
                                
                                (45,287
                                )
                                
                                
                                (37,980
                                )Total
      stockholders' equity (deficit)
                                
                                
                                (4,012
                                )
                                
                                
                                3,295Total
      liabilities and stockholders' equity (deficit)
                                
                                $
                                188
                                
                                
                                $
                                3,366







The
accompanying notes are an integral part of these financial
statements.


3


MEDISTAFF
CORPORATION


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS


(Unaudited)




Period fromMarch 13, 2008(date of inception)Three Months Ended September 30,
                        
                        
                        Six Months Ended September 30,
                        
                        
                        to Septmeber 30,2010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009
                        
                        
                        2010(unaudited)
                        
                        
                        (unaudited)
                        
                        
                        (unaudited)
                        
                        
                        (unaudited)
                        
                        
                        (unaudited)Net
      revenue
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Operating
      expenesProfessional
      fees
                        
                        
                        1,405
                        
                        
                        
                        2,697
                        
                        
                        
                        6,786
                        
                        
                        
                        8,178
                        
                        
                        
                        44,299Other
      general & administrative
                        
                        
                        21
                        
                        
                        
                        261
                        
                        
                        
                        521
                        
                        
                        
                        367
                        
                        
                        
                        996Total
      operating expenses
                        
                        
                        1,426
                        
                        
                        
                        2,958
                        
                        
                        
                        7,307
                        
                        
                        
                        8,545
                        
                        
                        
                        45,295Other
      income(expense)Interest
      expense
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (90
                        )Interest
      income
                        
                        
                        -
                        
                        
                        
                        1
                        
                        
                        
                        -
                        
                        
                        
                        3
                        
                        
                        
                        8Other
      income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        90
                        
                        
                        
                        90Total
      other income (expense)
                        
                        
                        -
                        
                        
                        
                        1
                        
                        
                        
                        -
                        
                        
                        
                        93
                        
                        
                        
                        8Net
      loss
                        
                        $
                        (1,426
                        )
                        
                        $
                        (2,957
                        )
                        
                        $
                        (7,307
                        )
                        
                        $
                        (8,452
                        )
                        
                        $
                        (45,287
                        )Basic
      and diluted loss per common share
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $Weighted
      average common equivalentshares
      outstanding - basic and diluted
                        
                        
                        5,429,016
                        
                        
                        
                        5,331,016
                        
                        
                        
                        5,429,016
                        
                        
                        
                        5,331,016
 
 The
accompanying notes are an integral part of these financial
statements.
  4




MEDISTAFF
CORPORATION


(A
Development Stage Company)


STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)


(Unaudited)


DeficitAccumulatedDuring
                        
                        
                        TotalCommon Stock
                        
                        
                        Additional Paid
                        
                        
                        Development
                        
                        
                        Stockholders'Shares
                        
                        
                        Amount
                        
                        
                        in Capital
                        
                        
                        Stage
                        
                        
                        Equity (Deficit)Balance,
      March 13, 2008 (Inception)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Common
      stock issued for cash, $0.005 per share, March 17, 2008
                        
                        
                        5,000,000
                        
                        
                        
                        5,000
                        
                        
                        
                        20,000
                        
                        
                        
                        -
                        
                        
                        
                        25,000Common
      stock issued as prepayment for services,$0.005
      per share, March 17, 2008
                        
                        
                        275,016
                        
                        
                        
                        275
                        
                        
                        
                        1,100
                        
                        
                        
                        -
                        
                        
                        
                        1,375Net
      loss for period of March 13, 2008 (inception) to March 31,
      2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Balance,
      March 31, 2008
                        
                        
                        5,275,016
                        
                        
                        
                        5,275
                        
                        
                        
                        21,100
                        
                        
                        $
                        -
                        
                        
                        
                        26,375Common
      stock issued for cash, $0.10 per share lessoffering
      costs, August 15, 2008
                        
                        
                        56,000
                        
                        
                        
                        56
                        
                        
                        
                        5,044
                        
                        
                        
                        -
                        
                        
                        
                        5,100Net
      loss for the year ended March 31, 2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (21,510
                        )
                        
                        
                        (21,510
                        )Balance,
      March 31, 2009
                        
                        
                        5,331,016
                        
                        
                        
                        5,331
                        
                        
                        
                        26,144
                        
                        
                        
                        (21,510
                        )
                        
                        
                        9,965Common
      stock issued for cash, $0.10 per share various dates
                        
                        
                        98,000
                        
                        
                        
                        98
                        
                        
                        
                        9,702
                        
                        
                        
                        -
                        
                        
                        
                        9,800Net
      loss for the year ended March 31, 2010
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (16,470
                        )
                        
                        
                        (16,470
                        )Balance,
      March 31, 2010
                        
                        
                        5,429,016
                        
                        
                        
                        5,429
                        
                        
                        
                        35,846
                        
                        
                        
                        (37,980
                        )
                        
                        
                        3,295Net
      loss for the period ended September 30, 2010
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (7,307
                        )
                        
                        
                        (7,307
                        )Balance,
      September 30, 2010 (unaudited)
                        
                        
                        5,429,016
                        
                        
                        $
                        5,429
                        
                        
                        $
                        35,846
                        
                        
                        $
                        (45,287
                        )
                        
                        $
                        (4,012
                        )
 
 The
accompanying notes are an integral part of these financial
statements.


5


MEDISTAFF
CORPORATION


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


(Unaudited)




CumulativeFor the Six
                        
                        
                        For the Six
                        
                        
                        From March 13, 2008Months Ended
                        
                        
                        Months Ended
                        
                        
                        (Date of Inception)September 30, 2010
                        
                        
                        September 30, 2009
                        
                        
                        To September 30, 2010(unaudited)
                        
                        
                        (unaudited)
                        
                        
                        (unaudited)CASH
      FLOWS (TO) FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (7,307
                        )
                        
                        $
                        (8,452
                        )
                        
                        $
                        (45,287
                        )Adjustment
      to reconcile net loss to net cashused
      in operating activitiesCommon
      stock issued for services
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,375Changes
      in operating assets and liabilities:Increase
      (decrease) in accounts payable
                        
                        
                        4,129
                        
                        
                        
                        (3,090
                        )
                        
                        
                        4,200Net
      cash used in operating activities
                        
                        
                        (3,178
                        )
                        
                        
                        (11,542
                        )
                        
                        
                        (39,712
                        )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of stock (net of offering costs)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        39,900Net
      cash provided by financing activities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        39,900NET
      INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS
                        
                        
                        (3,178
                        )
                        
                        
                        (11,542
                        )
                        
                        
                        188CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                        
                        
                        3,366
                        
                        
                        
                        13,055
                        
                        
                        
                        -CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                        
                        $
                        188
                        
                        
                        $
                        1,513
                        
                        
                        $
                        188SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Interest
      paid
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Income
      taxes paid
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND FINANCING:Issuance
      of 275,016 shares of coommon stock for services
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1,375


The
accompanying notes are an integral part of these financial
statements.


6


MEDISTAFF
CORPORATION


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


SEPTEMBER
30, 2010 (UNAUDITED) AND MARCH 31, 2010





NOTE
1 - CONDENSED FINANCIAL STATEMENTS





Medistaff
Corporation (the “Company”) is in the development stage and has incurred losses
since inception totaling $45,287.  The Company was incorporated on
March 13, 2008 in the State of Nevada and established a March 31st fiscal
year end.  The Company is a development-stage, medical staffing
company.





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows as of and for the periods ended
September 30, 2010 and for all periods presented have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's March 31, 2010 audited
financial statements as reported in Form 10-K.  The results of
operations for the period ended September 30, 2010 are not necessarily
indicative of the operating results for the full year ended March 31,
2011.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis
of Presentation





The
financial statements present the balance sheet, statements of operations, and
cash flows of the Company. These financial statements are presented in United
States dollars and were prepared in accordance with accounting principles
generally accepted in the United States (US GAAP).





Use
of Estimates and Assumptions





Preparation
of the financial statements in conformity with US GAAP requires management to
make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.





Income
Taxes





The
Company follows the liability method of accounting for income taxes in
accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 740. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax balances. Deferred tax assets and
liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences
are expected to be recovered or settled. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.





The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, (codified in FASB ASC Topic 740) on March 13,
2008.  As a result of the implementation of FIN 48, the Company made a
comprehensive review of its portfolio of tax positions in accordance with
recognition standards established by FIN 48. As a result of implementing FIN 48,
the Company recognized no material adjustments to liabilities or stockholders’
equity. When tax returns are filed, it is likely that some positions taken would
be sustained upon examination by the taxing authorities, while others are
subject to uncertainty about the merits of the position taken or the amount of
the position that would be ultimately sustained. The benefit of a tax position
is recognized in the financial statements in the period during which, based on
all available evidence, management believes it is more likely than not that the
position will be sustained upon examination, including the resolution of appeals
or litigation processes, if any. Tax positions taken are not offset or
aggregated with other positions. Tax positions that meet the
more-likely-than-not recognition threshold are measured as the largest amount of
tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing authority. The portion of the benefits
associated with tax positions taken that exceeds the amount measured as
described above is reflected as a liability for unrecognized tax benefits in the
accompanying balance sheets along with any associated interest and penalties
that would be payable to the taxing authorities upon examination. Interest
associated with unrecognized tax benefits is classified as interest expense and
penalties are classified in selling, general and administrative expenses in the
statements of expenses. At September 30, 2010, the Company did not take any
uncertain positions that would necessitate recording of tax related
liability.


7





Basic
and Diluted Earnings (Loss) per Share (EPS)





Basic EPS
(Loss) is computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the
period.





Share
Based Expenses





In
December 2004, the FASB issued ASC 718 and 505 “Share Based Payment.” This
statement requires a public entity to expense the cost of employee services
received in exchange for an award of equity instruments. This statement also
provides guidance on valuing and expensing these awards, as well as disclosure
requirements of these equity arrangements. The Company adopted ASC 718 and 505
upon creation and expenses share based costs in the period
incurred.





New
Accounting Pronouncements





On
February 25, 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-09
Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure
Requirements,” effective immediately. The amendments in the ASU remove the
requirement for an SEC filer to disclose a date through which subsequent events
have been evaluated in both issued and revised financial statements. Revised
financial statements include financial statements revised as a result of either
correction of an error or retrospective application of US GAAP. The FASB
believes these amendments remove potential conflicts with the SEC’s literature.
The adoption of this ASU did not have a material impact on the Company’s
financial statements.





On March
5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815
“Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the
guidance within the derivative literature that exempts certain credit related
features from analysis as potential embedded derivatives requiring separate
accounting. The ASU specifies that an embedded credit derivative feature related
to the transfer of credit risk that is only in the form of subordination of one
financial instrument to another is not subject to bifurcation from a host
contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives —
Recognition. All other embedded credit derivative features should be analyzed to
determine whether their economic characteristics and risks are “clearly and
closely related” to the economic characteristics and risks of the host contract
and whether bifurcation is required. The ASU is effective for the Company on
July 1, 2010. Early adoption is permitted. The adoption of this ASU will not
have a material impact on the Company’s financial statements.





In April
2010, the FASB codified the consensus reached in Emerging Issues Task Force
Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU
No. 2010-17 provides guidance on defining a milestone and determining when
it may be appropriate to apply the milestone method of revenue recognition for
research and development transactions. FASB ASU No. 2010-17 is
effective for fiscal years beginning on or after June 15, 2010, and is
effective on a prospective basis for milestones achieved after the adoption
date. The Company does not expect this ASU will have a material impact on
its financial position or results of operations when it adopts this update on
April 1, 2011.





NOTE
3 - GOING CONCERN





The
Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern.  The ability of the
Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes
profitable.  If the Company is unable to obtain adequate capital, it
could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources.  Management's plans to obtain such
resources for the Company include (1) obtaining capital from management and
significant stockholders sufficient to meet its minimal operating expenses, and
(2) as a last resort, seeking out and completing a merger with an existing
operating company. However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.


8





NOTE
4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES





At
September 30, 2010 and March 31, 2010, accounts payable and accrued liabilities
were $4,200 and $71, respectively, which mainly consisted of payables for
accounting and accrued consulting expenses.





NOTE
5 – INCOME TAXES





The
Company adopted ASC 740 for reporting purposes. As of September 30, 2010, the
Company had net operating loss carry forwards of $45,287 that may be available
to reduce future years’ taxable income and will expire beginning in 2029.
Availability of loss usage is subject to change of ownership limitations under
Internal Revenue Code 382. Future tax benefits which may arise as a result of
these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the future tax loss
carryforwards.




NOTE
6 – STOCK TRANSACTIONS





The
Company’s capitalization is 75,000,000 common shares with a par value of $0.001
per share. No preferred shares have been authorized or issued.





The
Company had the following transactions in its common stock:





·
            On
      March 17, 2008, issued 5,000,000 shares of common stock for $0.005 per
      share for a total of $25,000.





·
            On
      March 17, 2008, issued 275,016 shares of common stock for $0.005 per share
      as prepayment for services totaling
$1,375.





·
            On
      August 15, 2008, issued 56,000 shares of common stock for $0.10 per share
      for a total of $5,100.  The Company paid $500 in offering
      costs.





·
            On
      various dates throughout the year ended March 31, 2010, issued 98,000
      shares of common stock for $0.10 per share for a total of
      $9,800.





As of
September 30, 2010, the Company has not granted any stock
options.


9





CAUTIONARY
STATEMENT FOR FORWARD-LOOKING STATEMENTS





This
Quarterly Report on Form 10-Q includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). We have based these forward-looking statements on
our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements.  In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar
expressions.  Factors that might cause or contribute to such a
discrepancy include, but are not limited to, those listed under the heading
“Risk Factors” and those listed in our other Securities and Exchange Commission
filings.  The following discussion should be read in conjunction with
our Financial Statements and related Notes thereto included elsewhere in this
report. Throughout this Quarterly Report, we will refer to MediStaff Corporation
as “MediStaff,” the “Company,” “we,” “us,” and “our.”





Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.





Company
History





MediStaff
Corporation was incorporated in the State of Nevada on March 13, 2008. We are a
development stage medical staffing company with our office located at 2360
Corporate Circle, Suite 400, Henderson, NV 89074. Our telephone number is (702)
866-2500.





Business
Development





To date,
our business activities have been limited to attempting to raise capital through
the sale of our common stock through our registered offering, maintaining our
reporting requirements, and researching potential healthcare organizations
within the State of Utah who would benefit from our personnel staffing services.
 These organizations consist of three general groups that our management
plans to target:





·
            Hospitals
      and teaching facilities,


·
            Clinics
      and nursing homes, and


·
            Organizations,
      such as corporations or schools.





As of the
date of this report we sold 154,000 shares of common stock at $0.10 per share in
our direct offering, as filed on Form S-1 on May 27, 2008, to the
public for total proceeds raised of $14,900 (net of $500 in offering costs). The
offering is now closed and there will be no additional shares sold through this
offering in the future.  On May 10, 2010 our common stock was approved
for quotation on the Over-the-Counter Bulletin Board (OTCBB) under the ticker
symbol “MSIF”.  There have been no trades in the common stock and
there is currently no market for the common stock. Moreover, we cannot provide
any assurance that a market will ever develop in the future for the common
stock.





Liquidity
and Capital Resources





As of
September 30, 2010, we had total cash available of $188; our current
liabilities are $4,200.  We have a cumulative net loss of $45,287
since inception.  We have not generated any revenues and we cannot
provide any assurance that we will ever generate revenues in the
future.





We are
currently dependent upon raising proceeds in order to continue as a going
concern.  Management estimates it will require approximately $20,000
in order to cover the costs of maintaining its status as a reporting company for
the next twelve months.  These funds would be utilized for accounting,
bookkeeping, legal, and filing fees. If the Company fails to maintain a
reporting status company with the SEC, our common stock would not be eligible
for quotation on the OTCBB.  Management believes this would be a
negative material impact on the Company’s ability to develop and would likely
result in business failure.  There can be no guarantee or assurance
that the Company will be able to secure adequate financing and failure to do so
would likely result in a complete loss of any investment made into the
Company.





Product Research and
Development





The
Company has not incurred any expense for product research and development since
its inception and does not anticipate any costs or expenses to be incurred for
product research and development within the next twelve months.





The
Company does not plan any purchase of significant equipment in the next twelve
months.


10




Employees





There are
no employees of the Company, excluding the current Officers of the
Company.  The Company does not anticipate hiring any additional
employees within the next six months.





Principal
Office





Our
principal offices are located at 2360 Corporate Circle, Suite 400, Henderson NV
89074. Our telephone number is (702) –866-2500. MediStaff’s management does not
currently have policies regarding the acquisition or sale of real estate assets
primarily for possible capital gain or primarily for
income.  MediStaff does not presently hold any investments or
interests in real estate, investments in real estate mortgages or securities of
or interests in persons primarily engaged in real estate
activities.





Recently
Issued Accounting Pronouncements





We do not
expect the adoption of any recently issued accounting pronouncements to have a
significant impact on our net results of operations, financial position, or cash
flows.





Critical
Accounting Policies





The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make a number of estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Such estimates and assumptions affect the
reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, we evaluate estimates and assumptions based upon historical
experience and various other factors and circumstances. We believe our estimates
and assumptions are reasonable in the circumstances; however, actual results may
differ from these estimates under different future conditions.





We
believe that the estimates and assumptions that are most important to the
portrayal of our financial condition and results of operations, in that they
require subjective or complex judgments, form the basis for the accounting
policies deemed to be most critical to us. These relate to bad debts, impairment
of intangible assets and long-lived assets, contractual adjustments to revenue,
and contingencies and litigation. We believe estimates and assumptions related
to these critical accounting policies are appropriate under the circumstances;
however, should future events or occurrences result in unanticipated
consequences, there could be a material impact on our future financial condition
or results of operations.





Off-Balance
Sheet Arrangements





As of the
date of this Quarterly Report, the Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to
investors.





The term
"off-balance sheet arrangement" generally means any transaction, agreement or
other contractual arrangement to which an entity unconsolidated with the Company
is a party, under which the Company has (i) any obligation arising under a
guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.





Item 3. Quantitative and Qualitative
Disclosures about Market Risk.




Not
required.





Item
4. Controls and Procedures.





Disclosure
Controls and Procedures





As of
September 30, 2010, the management of the Company assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments. Management concluded our internal controls and procedures were not
effective to detect the inappropriate application of US GAAP
rules.  Management realized there are deficiencies in the design or
operation of the Company’s internal control that adversely affected the
Company’s internal controls management considers being material
weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:


·
              The
      Company’s Audit Committee does not function as an Audit Committee should,
      since there is a lack of independent directors on the Committee and the
      Board of Directors has not identified an “expert,” one who is
      knowledgeable about reporting and financial statements requirements, to
      serve on the Audit Committee.


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·
            The
      Company has limited segregation of duties, which is not consistent with
      good internal control procedures.





·
            The
      Company does not have a written internal control procedures manual that
      outlines the duties and reporting requirements of the Directors and any
      staff to be hired in the future.  This lack of a written
      internal control procedures manual does not meet the requirements of the
      SEC or good internal control.





·
            There
      are no effective controls instituted over financial disclosure and the
      reporting processes.





Management
feels the weaknesses identified above, being the latter three, have not had any
effect on the financial results of the Company. Management will have to address
the lack of independent members on the Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.





The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so. Appointing independent
members to the Audit Committee and using the services of an expert on the
Committee will greatly improve the overall performance of the Audit Committee.
With the addition of other Board Members and staff, the segregation of
duties issue will be addressed and will no longer be a concern to management.
Having a written policy manual outlining the duties of each of the officers and
staff of the Company will facilitate better internal control
procedures.





Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and is committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.





Changes
in Internal Control over Financial Reporting





There
were no changes in the Company’s internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during its most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, its internal control over
financial reporting.





PART II. OTHER INFORMATION





Item 1. LegalProceedings.





From time
to time, the Company may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may have an adverse effect on the
Company’s business, financial condition or operating results. There are
currently no known pending legal or administrative proceedings or claims that
will have, individually or in the aggregate, a material adverse effect on the
Company’s business, financial condition or operating results.





Item 1A. Risk Factors.





Not
required.





Item 2. Unregistered Sales of Equity
Securities and Use of
Proceeds.





None.





Item 3. Defaults Upon Senior Securities.





None.





Item 5. Other Information.





All
information required to be reported in a Current Report on Form 8-K during the
period covered by this Form 10-Q has been reported.


12





Item 6. Exhibits.





Exhibit No.
                  
                  DocumentDescription31.1
                  
                  Certification
      of Principal Executive Officer and Principal Financial Officer
      pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232.1
                  
                  Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer
      and Chief Financial
Officer


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SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





MEDISTAFF CORPORATION(Registrant)Date:
      November 15, 2010
                    By:
                    /s/ John WangJohn
      Wang
                      President,
      Chief Executive Officer, Chief Financial Officer,
                      Treasurer
      and
Secretary


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